Director Jimmy Y. Lai converts 50,336 RSUs at 51Talk (COE) into shares

Rhea-AI Filing Summary

51Talk Online Education Group director Jimmy Y. Lai exercised restricted share units into common shares. On June 1, 2026, he converted 50,336 Restricted Share Units (RSUs) into 50,336 Class A ordinary shares at an exercise price of $0.00 per share.

The RSUs were originally granted on June 1, 2024 under the company’s share incentive plans and vested in a single installment on June 1, 2026. Following this vesting and conversion, no Class A ordinary shares remain subject to future vesting under this RSU award, and Lai now holds 2,982,236 Class A ordinary shares directly. The Class A ordinary shares are held in the form of American depositary shares, with each ADS representing sixty Class A ordinary shares.

Insider Trade Summary

50,336 shares exercised/converted

Mixed 2 txns

Insider Lai Jimmy Y.

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units (RSUs)	50,336	$0.00	--
Exercise	Class A Ordinary Share, par value US$0.0001	50,336	$0.00	--

Holdings After Transaction: Restricted Share Units (RSUs) — 0 shares (Direct, null); Class A Ordinary Share, par value US$0.0001 — 2,982,236 shares (Direct, null)

Footnotes (1)

1. The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares. Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting. The RSUs vested on June 1, 2026. The reporting person was granted 50,336 RSUs on June 1, 2024, subject to a vesting schedule of a single installment on June 1, 2026. Following the vesting reported herein, no Class A ordinary shares remain subject to future vesting under this award.

Key Figures

RSUs exercised: 50,336 units Shares received from RSUs: 50,336 Class A ordinary shares Exercise price: $0.00 per share +4 more

7 metrics

RSUs exercised 50,336 units RSU award vested and converted on June 1, 2026

Shares received from RSUs 50,336 Class A ordinary shares Underlying shares from RSU conversion

Exercise price <money>$0.00</money> per share Price per share for RSU conversion

Holdings after transaction 2,982,236 Class A ordinary shares Total direct ownership following RSU exercise

RSU grant date <date>June 1, 2024</date> Original grant of 50,336 RSUs

RSU expiration <date>June 1, 2034</date> Expiration date associated with RSU derivative entry

ADS to share ratio 1 ADS : 60 Class A shares Representation of Class A shares in ADS form

Key Terms

American depositary shares ("ADS"), Restricted Share Units ("RSUs"), share incentive plans, vesting schedule, +1 more

5 terms

American depositary shares ("ADS") financial

"The Class A ordinary shares are held in the form of American depositary shares ("ADS")."

American depositary shares are U.S.-listed certificates issued by a bank that represent ownership in shares of a foreign company, trading on American exchanges in dollars. Think of them as voucher tickets that let U.S. investors buy and sell foreign stock without handling foreign exchanges, currencies, or settlement rules directly. They matter because they make cross-border investing simpler and can affect liquidity, dividend payments and currency exposure for investors.

Restricted Share Units ("RSUs") financial

"Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans."

share incentive plans financial

"RSUs granted to the reporting person pursuant to the issuer's share incentive plans."

vesting schedule financial

"subject to a vesting schedule of a single installment on June 1, 2026."

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

Class A ordinary share financial

"Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting."

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lai Jimmy Y.

(Last) (First) (Middle)

6 SHENTON WAY, #38-01 OUE DOWNTOWN

(Street)

SINGAPORE U0 068809

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Share, par value US$0.0001(1)	06/01/2026		M		50,336	A	$0	2,982,236	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units (RSUs)	(2)	06/01/2026		M			50,336	(3)	06/01/2034	Class A Ordinary Share, par value US$0.0001	50,336	$0	0(4)	D

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.

2. Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting.

3. The RSUs vested on June 1, 2026.

4. The reporting person was granted 50,336 RSUs on June 1, 2024, subject to a vesting schedule of a single installment on June 1, 2026. Following the vesting reported herein, no Class A ordinary shares remain subject to future vesting under this award.

	/s/ Jimmy Lai	06/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did 51Talk (COE) report for Jimmy Y. Lai?

51Talk reported that director Jimmy Y. Lai exercised 50,336 Restricted Share Units into 50,336 Class A ordinary shares at $0.00 per share. This reflects the vesting of a prior equity award rather than an open-market stock purchase or sale.

When did Jimmy Y. Lai’s RSUs vest at 51Talk (COE)?

Lai’s Restricted Share Units vested on June 1, 2026. They were granted on June 1, 2024 with a single vesting installment, meaning the entire 50,336-unit award converted into Class A ordinary shares on that vesting date.

How many 51Talk (COE) shares does Jimmy Y. Lai hold after this Form 4?

After the RSU exercise, Jimmy Y. Lai directly holds 2,982,236 Class A ordinary shares. This figure includes the 50,336 shares received from the vesting and conversion of his RSU award reported in the transaction summary.

What were the terms of Jimmy Y. Lai’s RSU grant at 51Talk (COE)?

Lai was granted 50,336 Restricted Share Units on June 1, 2024 under the company’s share incentive plans. The grant followed a single-installment vesting schedule on June 1, 2026, after which no shares remain subject to vesting under this specific award.

How are 51Talk (COE) Class A shares represented in ADS form?

51Talk’s Class A ordinary shares are held in the form of American depositary shares. Each ADS represents sixty Class A ordinary shares, providing a convenient way for investors to hold the company’s equity outside its home market structure.

Did Jimmy Y. Lai sell any 51Talk (COE) shares in this Form 4 filing?

The Form 4 shows no open-market sales. It reports only the exercise and conversion of 50,336 Restricted Share Units into an equal number of Class A ordinary shares, with zero sale transactions and no tax-withholding dispositions disclosed.